Tutor Terms of Service

Skooli Inc., operating as Skooli ("Skooli", "our", "us" or "we") provides an online platform known as SKOOLI
that connects tutors with individuals seeking tutoring services (each a “User”) and other services related
thereto (collectively, the "Services") through our website, accessible at www.skooli.com (the "Site"). The
Services include the ability for Users and Tutors (each as defined below) to interact via the Skooli
platform's interface or other methods as may be made available by Skooli from time to time.

These Tutor Terms of Service govern your access to and use of the Site, the Services and the Collective
Content (as hereinafter defined) and constitute a binding legal agreement between you and Skooli. The Skooli
User Terms of Service, accessible at
http://skooli.com/userterms/ are incorporated herein by
reference and apply to use of the Services by a User.

1. Definitions

(a) “Account” means the user profile you create by registering as a User on the
Site in accordance with these User Terms of Service.

(e) "Skooli Content" means Content that Skooli makes available through the Site or
the Services, including any Content licensed from a third party, but excludes any User Content.

(f) “Tutor Services” mean any tutoring or educational services that a tutor may provide to a User that is
related to a User's Account or the Services.

(g) “User” means you, a person who seeks and/or schedules Tutor Services for or on
behalf of a student or yourself and includes a parent or guardian of a student if such student is a
minor.

(h) "User Content" means Content that a Tutor or a User posts, uploads, publishes,
submits or transmits to be made available through the Site or Services in connection with the Tutor
Services or otherwise, including, without limitation, questions and related answers posted by Users
and Tutors via the Services.

2. Disclaimer

As a Tutor, your use of the Services is governed by the terms and conditions set forth herein
together with Skooli’s applicable policies. THE SITE AND SERVICES COMPRISE AN ONLINE PLATFORM
WHICH FACILITATES THE CONNECTION BETWEEN USERS AND TUTORS FEATURED ON THE SITE AND VIA THE SERVICES.
YOU UNDERSTAND AND AGREE THAT SKOOLI IS NEITHER A PARTY TO ANY AGREEMENT ENTERED INTO BETWEEN
A USER AND A TUTOR NOR DOES SKOOLI HAVE ANY CONTROL OVER THE TUTOR SERVICES OR THE CONDUCT OF USERS,
TUTORS AND OTHER USERS OF THE SITE AND SERVICES, AND DISCLAIMS ALL LIABILITY IN THIS REGARD. ANY
MEETINGS (VIRTUAL OR OTHERWISE) BETWEEN USERS, TUTORS OR ANY OTHER THIRD PARTIES AND ANY PURCHASES
OF TUTOR SERVICES PROVIDED BY TUTORS ARE DONE AT THE PARTIES' SOLE RISK.

3. Conflict of Terms

Certain areas of the Site (and your access to or use of certain Services or Collective Content) may
be subject to different terms and conditions as posted therein or thereon and may require that you
agree with and accept such additional terms and conditions; provided, however, that if there is a
conflict between these Tutor Terms of Service and those terms and conditions posted for and which
pertain to a specific area of the Site, Services or Collective Content, the Tutor Terms of Service
will govern.

4. Acceptance of Terms

YOU ACKNOWLEDGE AND AGREE THAT, BY ACCESSING OR USING THE SITE OR SERVICES, OR YOUR SKOOLI ACCOUNT,
OR BY POSTING ANY CONTENT ON THE SITE OR THROUGH THE SERVICES IN CONNECTION WITH YOUR TUTOR SERVICES
OR OTHERWISE, YOU ARE INDICATING THAT YOU HAVE READ, AND THAT YOU UNDERSTAND AND AGREE TO BE BOUND
BY, THESE TUTOR TERMS OF SERVICE, WHETHER OR NOT YOU HAVE REGISTERED VIA THE SITE. IF YOU DO NOT
AGREE TO THESE TUTOR TERMS OF SERVICE, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SITE, SERVICES
OR COLLECTIVE CONTENT. If you accept or agree to these Tutor Terms of Service on behalf of a
corporation or other legal entity, you represent and warrant that you have the authority to bind
that corporation or other legal entity to these Tutor Terms of Service and, in such event, "you"
and "your" will refer and apply to that corporation or other legal entity.

5. Site and Service Operation

You acknowledge and agree that:

(a) that the Site and Services are intended only to facilitate the provision of Tutor Services via
our online platform and its video and text chat and document collaboration interface;

(b) Skooli is not a provider of tutoring services;

(c) Skooli's role is solely to facilitate the availability of the Site and Services to Tutors and
Users; and

(d) Skooli is not a contracting agent or representative of any Tutor or User. Tutors are independent
contractors and are not employees or agents of Skooli.

6. Relationship of Parties

You acknowledge and agree that the relationship between you and Skooli is that of an independent
contractor and nothing in these Tutor Terms of Service may be construed as establishing an
employment or agency relationship between you and Skooli. You have no authority to bind Skooli by
contract or otherwise. You will determine, in your sole discretion, the manner and means by which
you provide Tutor Services in connection with these Tutor Terms of Service or as related to the
Services or Site, subject to the requirement that you will at all times comply with applicable law.
You acknowledge and agree that you are not and will not be entitled to any benefits paid or made
available by Skooli to its employees, including, without limitation, any vacation, sick leave or
similar pay or benefit, or to participate in any plans, arrangements or distributions made by Skooli
pertaining to any bonus, stock option, profit sharing, insurance or similar benefits, whether
available to employees of Skooli or otherwise.

7. Tutor Eligibility

In order to register as a Tutor, provide Tutor Services, and to be eligible to receive payment for
the Tutor Services you provide, you must register and create an Account and be 18 or older. By
creating an Account and registering as a Tutor, you represent and warrant to us that you are 18 or
older.

8. Account Registration and Usage

(a) You can register to join the Service as a Tutor by logging into your Account using certain third
party social networking sites (“SNS”) (including, but not limited to Facebook) via
our Site. When you register by logging into an SNS via our Site, we will obtain the Personal
Information you have provided to that SNS (including, but not limited to your “real” name, profile
picture, email address, list of SNS friends and any other information that you make available via
the applicable SNS) from the account you have with such SNS and use that information to create your
account and you will become a User; the information we obtain may depend on the information you
provide to the applicable SNS and/or the privacy settings you have set or applied with the
applicable SNS.

(b) When you register with Skooli and set up your Account, you: (i) agree to provide Skooli with
accurate and complete information; (ii) agree to promptly update your Account information with any
new information that may affect the operation of your Account; and (iii) authorize Skooli, directly
or through third parties, to make any inquiries we consider necessary or appropriate to verify your
Account information or the information you provide to us related to any transactions you initiate
via the Site and Services. You will not use false identities or impersonate any other person or use
a username or password that you are not authorized to use.

(c) You are responsible for safeguarding and maintaining the confidentiality of your username,
password and corresponding Account information. You agree not to disclose your password to any third
party and that you are entirely and solely responsible for any and all activities or actions that
occur pursuant to the use of your Account, whether or not you have authorized such activities or
actions. You will immediately notify Skooli of any unauthorized use of your username, password or
Account.

(d) You agree that you will not permit, enable, introduce or facilitate: (i) persons who do not have
an Account to have access to the features of the Site and Services only made available to registered
Tutors; and (ii) other persons to participate in providing Tutor Services from your Account.

9. Privacy

You acknowledge and agree that you have reviewed, acknowledge and agree to the Skooli Privacy
Policy, which is available at http://skooli.com/privacy,
which policy governs Skooli's collection and use of your “personal information” (as defined in the
Skooli Privacy Policy and/or applicable law).

10. Representations and Warranties

If you register via the Site and Services as a Tutor, you represent and warrant to Skooli that you:
(i) have the requisite knowledge in the subject(s) you select via the Services to provide Tutor
Services in such subjects to Users; (ii) will utilize User-paid Tutor Services time solely to
provide Tutor Services only; (iii) are or were a student at the academic institution(s) you listed
as your school at the time of registration of your Account to use the Site and Services; and (iv)
will not provide Tutor Services to persons under the age of 13. You understand and agree that Users
will contact you via the Site and Services and request that you provide Tutor Services, but that
you have no obligation to provide any Tutor Services, and any Tutor Services you may choose to
provide are in your sole discretion.

11. Interactions with Users and Provision of Tutor Services

As a Tutor you acknowledge and agree to the following:

(a) Skooli acts as a technology service that facilitates the provision of Tutor Services by Tutors
to Users. Skooli does not make editorial or managerial decisions concerning, or otherwise exercise
control or supervision over, a Tutor's Tutor Services, and Skooli will not be held responsible for
any Tutor's failure to comply with applicable laws or regulations. Without limiting the terms of
the “Limitation of Liability” section below, Skooli is not responsible for the use or exchange of
any information, files or goods between Tutors and Users. Further, Skooli does not control, nor is
it responsible for, the truth, accuracy, completeness, safety, timeliness, quality, appropriateness,
legality or applicability of anything said or written by Tutors or Users, including, without
limitation, the Tutor Services provided or other information made available through the Site and
Services.

(b) You are solely responsible for your interactions with Users. You understand that Skooli does
not in any way screen Users. Your use of the Site and the Services and your provision of Tutor
Services is at your own risk and discretion and you therefore agree to take reasonable precautions
in all interactions with Users and that you are solely responsible for, and agree to exercise
caution, discretion, common sense and judgment in, using the Site or providing Tutor Services and
disclosing information, including any personal information to Users, the provision of which is not
required by the Site or the Services.

(c) Skooli reserves the right to contact Tutors and Users, in compliance with applicable law, in
order to evaluate compliance with Skooli’s rules and policies and these Tutor Terms of Service.
If you believe that a User or another Tutor has violated the law or is defrauding, threatening or
otherwise endangering anyone, Skooli urges you to immediately contact the police directly for assistance.

(d) You will comply with all applicable local, provincial, federal and foreign laws, treatises and
regulations in connection with your provision of Tutor Services.

(e) You are solely responsible for the content of the communications, assistance and direction that
you provide as part of the Tutor Services.

(f) You are solely responsible for all equipment necessary to access and use the Site and Services
and to provide Tutor Services.

(g) You will not record or otherwise store any Tutor Services session that you provide through the
Site or Services.

(h) You will not use the Site or Services or provide Tutor Services in any manner that harasses a
User or another Tutor or could otherwise interfere with any other party's use or enjoyment of the
Site, Services or Tutor Services provided by any other Tutor. You will respect the privacy of other
Users and will not use the Site, Services or Tutor Services for unwelcome, rude or abusive
communications or in any other disrespectful or detrimental manner, as determined by Skooli in its
sole discretion.

(i) You will neither use the Site nor the Services to invite a User to meet in person nor may you
provide Tutor Services to a User outside of the Site or Services.

12. Payments

(a) If you register to use the Site and Services as a Tutor and provide Tutor Services via the
Site and Services, you may be entitled to receive payment from Skooli for the provision of such
Tutor Services. Skooli pays Tutors on a per hour basis in accordance with the number of hours or
partial hours of Tutor Services provided to Users, with hourly rates prorated for partial hours of
Tutor Services provided. Hourly rates are set by Skooli and may vary depending on the User to whom
Tutor Services are provided.

(b) You acknowledge and agree that Skooli reserves the right, in its sole discretion, to establish,
modify and/or revise the applicable hourly rates upon which Tutor Payments are calculated at any
time. Further, you acknowledge and agree that the hourly rates applicable to your provision of Tutor
Services may be higher or lower depending on the User to whom such Tutor Services are provided,
which may relate to an agreement or arrangement between Skooli and a third party institution.
Skooli will use reasonable efforts to inform you of the hourly rate applicable to your provision
of Tutor Services to a given User, provided that you will only be entitled to payment in accordance
with the applicable hourly rate regardless of your awareness of the amounts thereof. Your continued
provision of Tutor Services after being informed of the applicable hourly rate shall constitute your
consent to such hourly rates upon which any Tutor Payment is calculated. If the modified rates for
Tutor Payments are not acceptable to you, your only recourse is to cease providing Tutoring Services
via the Site and Services. Skooli may from time to time provide certain users with promotional offers
and discounts that may result in different amounts being charged by Skooli for the provision of
Tutor Services obtained through such User’s use of the Site, provided that such promotional offers
and discounts have no bearing on the Tutor Payment to which you are entitled to receive.

(c) If any Tutor Payment sent to you by Skooli in accordance with these Tutor Terms of Service is
later invalidated or reversed for any reason, including, without limitation, in the event that we
issue a refund in accordance with Guarantee and Tutor Session Refund policy set forth in the Skooli
User Terms of Service to a User who requests a refund in respect of Tutor Services received from
you (a “Returned Payment”), you will be liable to Skooli for the full amount of such Tutor Payment
that Skooli sent to you and any fees related thereto, and Skooli may set off any future Tutor Payments
that are validly owing to you against such Returned Payments, failing which you will remain
responsible to reimburse Skooli in the event of any such Returned Payment.

(d) In order to receive a Tutor Payment from Skooli, you will be required to create an account with
PayPal, our third party payment processor. Tutor Payments will be remitted to you via the account
you create with such third party payment processor in accordance with the Guarantee and Tutor
Session Refund policy set forth in the Skooli User Terms of Service. You are solely responsible
for ensuring that you will be able to transfer money from your PayPal account.

13. Taxes

You acknowledge and agree that you are solely responsible for determining your own tax reporting
requirements and any liability for taxes on income received or any other similar taxes, which relate
to your receipt of any compensation (including Tutor Payments) from Skooli ("Taxes"), and that you
will report to all government agencies having jurisdiction all income received by you for services
performed in connection with these Tutor Terms of Service (including Tutor Services), the Services,
or the Site. We cannot and do not offer tax advice to any Tutors. Furthermore, you agree to indemnify
and save Skooli harmless from and against any and all claims, charges, penalties or demands relating
to the payment of Taxes, which may be made against you by any government agency having jurisdiction
(including, without limitation, the Canada Revenue Agency or the Internal Revenue Service), requiring
the payment of Taxes in respect of income received by you and in respect of any and all claims,
charges, penalties or demands, which may be made on behalf of or related to any employment insurance
or public pension or social security programs pursuant to applicable law, with respect to any
amount which may, in the future, be found to be payable by you or on your behalf.

14. No Endorsement

Skooli does not endorse any User and you are responsible for determining and confirming the identity
and suitability of the Users with whom you interact as a result of your use, or use by any third
party, of the Site and Services. Skooli is not your agent or the agent of any User and will not be
responsible for any damages or harm which results from your interactions, or those of anyone else,
with Tutors or Users. By using the Site or Services, you, and any third party that may use the Site
and Services under your Account, agree as follows: (i) any legal remedy or liability that you or
such third party seek to obtain for the actions or omissions of a Tutor, User or other third party
will be limited to a claim against such Tutor, User or third party who caused you, or such third
party, harm; and (ii) you will not attempt to impose liability on, or seek any legal remedy from
Skooli with respect to such actions or omissions. Accordingly, we encourage you to communicate
directly with others you may come into contact with as a result of your use of the Site and Services.

15. Ownership

The Site, Services and Collective Content are protected by copyright, trademark, and other laws of
Canada and foreign countries. You acknowledge and agree that the Site, Services and Collective Content,
including all associated intellectual property rights, are the exclusive property of Skooli and its
licensors. You will not remove, alter or obscure any copyright, trademark, service mark or other
proprietary rights notices incorporated in or accompanying the Site, Services or Collective Content.

16. Skooli Licenses

Subject to your compliance with the terms and conditions of these Tutor Terms of Service, Skooli
grants you a limited, non-exclusive, non-transferable license: (i) to view, download and print any
Skooli Content solely for your personal and non-commercial purposes; and (ii) to access, modify,
edit and download any User Content to which you are permitted access solely for your personal and
non-commercial purposes. You have no right to sublicense the license rights granted in this section.

No licenses or rights are granted to you by implication or otherwise under any intellectual property
rights owned or controlled by Skooli or its licensors, except for the licenses and rights expressly
granted in these Tutor Terms of Service.

17. License Granted by Tutor

We may, in our sole discretion, permit users of the Services to post, upload, publish, submit or
transmit User Content. By making any User Content available on or through the Site or Services,
you hereby grant the following license to Skooli, which Skooli may exercise solely in connection
with the Services, including its promotion of the Services, directly or directly: a worldwide,
irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to
sublicense to other users of the Services (including Users), to use, view, copy, adapt, modify,
distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream,
broadcast and otherwise exploit such User Content. Skooli does not claim any ownership rights in
any User Content and nothing in these Tutor Terms of Service will be deemed to restrict any rights
that you may have to use and exploit any User Content.

You acknowledge and agree that you are solely responsible for all User Content that you make
available through the Site or Services. Accordingly, you represent and warrant that: (i) you either
are the sole and exclusive owner of all User Content that you make available through the Site or
Services or you have all rights, licenses, consents and releases that are necessary to grant to
Skooli and to the rights in such User Content, as contemplated under these Tutor Terms of Service;
and (ii) neither the User Content nor your posting, uploading, publication, submission or transmittal
of the User Content or Skooli's use of the User Content (or any portion thereof) on, through or by
means of the Site or Services will infringe, misappropriate or violate a third party's patent,
copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of
publicity or privacy, or result in the violation of any applicable law or regulation.

18. Third Party Services

You understand and agree that provision of Tutor Services may require use of a third party website
or service (each a "Third Party Service"). Your use of any Third Party Service is
voluntary. You shall be solely responsible for acquiring and maintaining all telecommunications and
Internet services and other hardware and software you may decide to use to provide the Tutor
Services, including, without limitation, any and all costs, fees, expenses, and taxes of any kind
related to use of any Third Party Service. Skooli will not be responsible for any loss or corruption
of data, lost communications, or any other loss or damage of any kind arising from any such Third
Party Service.

19. Feedback

If you decide to provide feedback, comments and suggestions for improvements to the Site or Services
("Feedback"), you may do so by emailing us at
support@skooli.com. You acknowledge and agree that if you
submit any Feedback to us, you hereby grant to us a non-exclusive, worldwide, perpetual, property
rights that you own or control to use, copy, modify, create derivative works based upon and
otherwise exploit the Feedback for any purpose.

20. General Prohibitions

You agree not to:

(a) post, upload, publish, submit or transmit any Content that: (i) infringes, misappropriates or
violates a third party's copyright, trademark, patent, trade secret, moral rights or other intellectual
property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that
would violate, any applicable law or regulation or would give rise to civil liability; (iii) is
fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or
offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any
individual or group; (vi) is violent or threatening or promotes violence or actions that are
threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances.

(b) use, display, mirror or frame the Site, or any individual element within the Site or Services,
Skooli's name, any Skooli trademark, logo or other proprietary information, or the layout and design
of any page or form contained on a page, without Skooli's express written consent;

(c) access, tamper with, or use non-public areas of the Site, Skooli's computer systems, or the
technical delivery systems of Skooli's providers;

(d) attempt to probe, scan, or test the vulnerability of any Skooli system or network or breach any
security or authentication measures;

(e) avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological
measure implemented by Skooli or any of Skooli's providers or any other third party (including
another user) to protect the Site, Services or Collective Content;

(f) attempt to access or search the Site, Services or Collective Content or download Collective
Content from the Site or Services through the use of any engine, software, tool, agent, device or
mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the
software and/or search agents provided by Skooli or other generally available third party web
browsers;

(g) Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam,
chain letters or other form of solicitation;

(h) use any meta tags or other hidden text or metadata utilizing a Skooli trademark, logo URL or
product name without Skooli's express written consent;

(i) use the Site, Services or Collective Content for any commercial purpose or the benefit of any
third party or in any manner not permitted by these User Terms of Service;

(j) forge any TCP/IP packet header or any part of the header information in any email or newsgroup
posting, or in any way use the Site, Services or Collective Content to send altered, deceptive or
false source-identifying information;

(k) attempt to decipher, decompile, disassemble or reverse engineer any of the software used to
provide the Site, Services or Collective Content;

(l) interfere with, or attempt to interfere with, the access of any user, host or network,
including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the
Site or Services;

(m) collect or store any personally identifiable information from the Site or Services from other
users of the Site or Services without their express permission;

(n) impersonate or misrepresent your affiliation with any person or entity;

(o) violate any applicable law or regulation; or

(p) encourage or enable any other individual to do any of the foregoing.

Skooli will have the right to investigate and prosecute violations of any of the above to the
fullest extent permitted by applicable law. Skooli may involve and cooperate with law enforcement
authorities in prosecuting Users who violate these User Terms of Service. You acknowledge that
Skooli has no obligation to monitor your access to or use of the Site, Services or Collective
Content or to review or edit any Collective Content, but has the right to do so for the purpose of
operating the Site and Services, to ensure your compliance with these User Terms of Service, or to
comply with applicable law or the order or requirement of a court, administrative agency or other
governmental body. Skooli reserves the right, at any time and without prior notice, to remove or
disable access to any Collective Content that Skooli, at its sole discretion, considers to be in
violation of these User Terms of Service or otherwise harmful to the Site or Services.

21. Links

The Site or Services may contain links to third-party websites or resources. You acknowledge and
agree that Skooli is not responsible or liable for: (i) the availability or accuracy of such
websites or resources; or (ii) the content, products, or services on or available from such websites
or resources. Links to such websites or resources do not imply any endorsement by Skooli of such
websites or resources or the content, products, or services available from such websites or
resources. You acknowledge sole responsibility for and assume all risk arising from your use of any
such websites or resources or the Content, products, or services on or available from such websites
or resources.

22. Modification

Skooli reserves the right, at its sole discretion, to modify, discontinue or terminate the Site or
Services or to modify these Tutor Terms of Service, at any time and without prior notice. If we
modify these Tutor Terms of Service we will post the modification on the Site or provide you with
notice of the modification. By continuing to access or use the Site or Services after we have posted
a modification on the Site or have provided you with notice of a modification, you are indicating
that you agree to be bound by the modified Tutor Terms of Service. If the modified Tutor Terms of
Service are not acceptable to you, your only recourse is to cease using the Site and Services.

23. Termination and Account Cancellation

If you breach any of these Tutor Terms of Service, Skooli will have the right to suspend or disable
your Account or terminate these Tutor Terms of Service, at its sole discretion and without prior
notice to you. Skooli reserves the right to revoke your access to and use of the Site, Services
and Collective Content at any time, with or without cause. In the event Skooli terminates these
Tutor Terms of Service for your breach: (i) you will remain liable for all amounts due hereunder;
and (ii) Skooli will only remain liable for all validly outstanding, undisputed Tutor Payments
owing to you as of the effective date of termination. You may cancel your Account at any time by
sending an email to support@skooli.com.

24. Disclaimers

THE SITE AND SERVICES ARE PROVIDED ON AN "AS IS," "WHERE IS," "AS AVAILABLE" AND "WITH ALL FAULTS"
BASIS AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ARE PROVIDED WITHOUT WARRANTY OF ANY KIND. SKOOLI
AND ITS LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SITE AND SERVICES, INCLUDING THE
IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE,
AND ANY WARRANTIES REGARDING QUIET ENJOYMENT, QUALITY OF INFORMATION, SECURITY, RELIABILITY,
TIMELINESS, AVAILABILITY OF BACKED-UP DATA AND PERFORMANCE OF THE SITE AND SERVICES. SKOOLI DOES
NOT WARRANT THAT THE SITE AND SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE
SITE AND SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SITE AND SERVICES
WILL BE CORRECTED IN A TIMELY MANNER OR AT ALL, OR THAT ENCRYPTION ALGORITHMS, ASSOCIATED KEYS AND
OTHER SECURITY MEASURES WILL BE SECURE OR EFFECTIVE. SKOOLI DOES NOT WARRANT THAT PROVISION OF
TUTOR SERVICES WILL PRODUCE ANY LEVEL OF PROFIT OR BUSINESS FOR YOU OR OTHERWISE PROVIDE ANY
ECONOMIC BENEFIT.

YOU ACKNOWLEDGE AND AGREE THAT: (A) SKOOLI DOES NOT OPERATE OR CONTROL THE INTERNET AND THAT (I)
VIRUSES, WORMS, TROJAN HORSES, AND OTHER UNDESIRABLE DATA OR SOFTWARE, OR (II) UNAUTHORIZED USERS
(E.G., HACKERS) MAY ATTEMPT TO OBTAIN ACCESS TO AND DAMAGE YOUR DATA, WEBSITES, COMPUTERS, OR NETWORKS;
(B) SKOOLI WILL NOT BE RESPONSIBLE FOR ANY OF THE FOREGOING ACTIVITIES; (C) YOU ARE SOLELY
RESPONSIBLE FOR THE SECURITY AND INTEGRITY OF YOUR DATA AND SYSTEMS; AND (D) NO ADVICE OR INFORMATION,
WHETHER ORAL OR WRITTEN, OBTAINED FROM SKOOLI OR THROUGH THE SITE, SERVICES OR COLLECTIVE
CONTENT, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH TUTORS AND OTHER
USERS OF THE SITE AND SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A
RESULT OF YOUR USE OF THE SITE OR SERVICES, INCLUDING, WITHOUT LIMITATION, ANY INTERACTION WITH
TUTORS OR USERS VIA THE SERVICES OR OTHERWISE. YOU UNDERSTAND THAT SKOOLI DOES NOT SCREEN OR INQUIRE
INTO THE BACKGROUND OF TUTORS, USERS OR OTHER USERS OF THE SITE OR SERVICES, NOR DOES SKOOLI
MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF TUTORS, USERS AND OTHER USERS OF THE SITE OR SERVICES.
SKOOLI MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF TUTORS, USERS OR OTHER USERS OF
THE SITE OR SERVICES OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OR USERS OF THE SITE
OR SERVICES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH
OTHER USERS OF THE SITE AND SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT
AS A RESULT OF YOUR USE OF THE SITE OR SERVICES.

25. Indemnity

You agree to defend, indemnify, and hold Skooli, its officers, directors, employees and agents,
harmless from and against any claims, liabilities, damages, losses, and expenses, including, without
limitation, reasonable legal and accounting fees, arising out of or in any way connected with your
violation of these Tutor Terms of Service, your access to or use of the Site, Services or Collective
Content, your provision of any Tutor Services, and any claim made by a third party as a result of your
use of the Site or Services or your provision of any Tutor Services, including any claim alleging
your infringement upon the copyrights, trademarks, trade secrets, patents or other intellectual
property rights of such third party or in respect of your liability for Taxes, as outlined above
under “Taxes”.

26. Limitation of Liability

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT
OF YOUR ACCESS TO AND USE OF THE SITE, SERVICES AND COLLECTIVE CONTENT REMAINS WITH YOU. NEITHER
SKOOLI NOR ANY OTHER PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE,
SERVICES OR COLLECTIVE CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL
DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER
DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR
PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TUTOR
TERMS OF SERVICE OR FROM THE USE OF OR INABILITY TO USE THE SITE, SERVICES OR COLLECTIVE CONTENT,
OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH TUTORS, USERS OR OTHER USERS OF THE SITE
OR SERVICES OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE
SITE OR SERVICES WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY
OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SKOOLI HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH
DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

IN NO EVENT WILL SKOOLI'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TUTOR
TERMS OF SERVICE OR FROM THE USE OF OR INABILITY TO USE THE SITE, SERVICES OR COLLECTIVE CONTENT
EXCEED THE AMOUNT OF ALL TUTOR PAYMENTS SKOOLI HAS PAID TO YOU IN CONNECTION WITH YOUR PROVISION
OF TUTOR SERVICES VIA THE SITE AND SERVICES DURING THE IMMEDIATELY PRECEDING 12-MONTH PERIOD OR
FIVE HUNDRED DOLLARS (CAD$500.00) (WHICHEVER IS LESS). THE LIMITATIONS OF DAMAGES SET FORTH ABOVE
ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SKOOLI AND YOU. SOME JURISDICTIONS DO
NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE
ABOVE LIMITATION MAY NOT APPLY TO YOU.

27. Proprietary Rights Notices

All trademarks, service marks, logos, trade names and any other proprietary designations of Skooli
used herein are trademarks or registered trademarks of Skooli. Any other trademarks, service marks,
logos, trade names and any other proprietary designations are the trademarks or registered trademarks
of their respective parties.

28. Controlling Law and Jurisdiction

These Tutor Terms of Service and any action related thereto will be governed by the laws of the
Province of Ontario and the laws of Canada applicable therein, without regard to conflicts of law
provisions. The exclusive jurisdiction and venue of any action to prevent the actual or threatened
infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets,
patents or other intellectual property rights will be the provincial courts of Ontario located in
the city of Toronto, Ontario, and each of the parties hereto waives any objection to jurisdiction
and venue in such courts.

29. Entire Agreement

These Tutor Terms of Service constitute the entire and exclusive understanding and agreement between
Skooli and you regarding the Site, Services and Collective Content, and these Tutor Terms of Service
supersede and replace any and all prior oral or written understandings or agreements between Skooli
and you regarding the Site, Services and Collective Content.

30. Assignment

You may not assign or transfer these Tutor Terms of Service, by operation of law or otherwise,
without Skooli's prior written consent, which consent may be delayed or withheld by Skooli in its
sole discretion. Any attempt by you to assign or transfer these Tutor Terms of Service, without
such consent, will be null and of no effect. Skooli may assign or transfer these Tutor Terms of
Service, in its sole discretion, without restriction. Subject to the foregoing, these Tutor Terms
of Service will bind and inure to the benefit of the parties, their successors and permitted assigns.

31. Notices

Any notices or other communications permitted or required hereunder, including those regarding
modifications to these Tutor Terms of Service, will be in writing and given: (i) by Skooli via
email (in each case to the e-mail address that you provide to us in establishing an Account, as
you may amend from time to time); or (ii) by posting to the Site. For notices made by e-mail, the
date of receipt will be deemed the date on which such notice is transmitted.

32. Dispute Resolution

You and Skooli agree that any dispute, claim or controversy between you and Skooli, or otherwise
arising out of or relating to these Tutor Terms of Service or the breach, termination, enforcement,
interpretation or validity thereof or the use of the Site or Services (collectively, "Disputes")
will be settled by binding arbitration, except that each party retains the right to seek injunctive
or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened
infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets,
patents or other intellectual property rights. You acknowledge and agree that you and Skooli are
each waiving the right to a trial by jury or to participate as a plaintiff or class member in
any purported class action or representative proceeding. Further, unless both you and Skooli otherwise
agree in writing, the arbitrator may not consolidate more than one person's claims, and may not
otherwise preside over any form of any class or representative proceeding. Notwithstanding section
35 “General”, if this specific “Dispute Resolution” section is held to be unenforceable, then the
entirety of this section will be deemed void, but without affecting the validity of the remainder
of these Tutor Terms of Service, which will remain in full force and effect. Except as provided in
the preceding sentence, this section will survive any termination of these Tutor Terms of Service.
Any such arbitration contemplated by this section will be administered in accordance with the National
Arbitration Rules of the ADR Institute of Canada then in effect, except as modified by this
"Dispute Resolution" section. The place of such arbitration shall be Toronto, Ontario, Canada and
the language of the arbitration will be English.

33. Changes

Notwithstanding the provisions of the "Modification" section above, if Skooli changes this "Dispute
Resolution" section after the date you first accepted these Tutor Terms of Service (or accepted
any subsequent changes to these Tutor Terms of Service), you may reject any such change by sending
us written notice (including by email to support@skooli.com) within 30 days of the date such change
became effective, as indicated in the "Last Updated Date" above or in the date of Skooli's email
to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate
any Dispute between you and Skooli in accordance with the provisions of this "Dispute Resolution"
section as of the date you first accepted these Tutor Terms of Service (or accepted any subsequent
changes to these Tutor Terms of Service).

34. General

The failure of Skooli to enforce any right or provision of these Tutor Terms of Service will not
constitute a waiver of future enforcement of that right or provision. The waiver of any such right
or provision will be effective only if in writing and signed by a duly authorized representative of
Skooli. Except as expressly set forth in these Tutor Terms of Service, the exercise by either party
of any of its remedies under these Tutor Terms of Service will be without prejudice to its other
remedies under these Tutor Terms of Service or otherwise. If for any reason a court of competent
jurisdiction finds any provision of these Tutor Terms of Service invalid or unenforceable, that
provision will be enforced to the maximum extent permissible and the other provisions of these
Tutor Terms of Service will remain in full force and effect.